Unless otherwise defined, the definitions and provisions set out in the General Terms of Use will apply to these Terms and Conditions of Subscription.

2.1 The General Terms of Use shall be applied to these Terms and Conditions of Subscription mutatis mutandis as long as they do not conflict with these Terms and Conditions of Subscription.

2.2 Customer agrees and acknowledges that access to the Website, any Subscription, and any of Your Information, data, or communications referable to Customer’s Username and Password shall be deemed to be:

(a) Customer’s access to the Website;

(b) Customer’s Subscription; and/or, as the case may be

(c) Customer’s inputted information.

The Customer undertakes to treat Username and Password confidentially. Customer further agrees and acknowledges that Customer shall be bound by and agrees to fully indemnify Spruce and/or its operator against any and all damages attributable to any access to the Website, any Subscription, and any inputted information referable to Username and Password.

2.3 Customers with a Spruce account must be of legal age and have the legal capacity to enter into any form of contract. If You are below 20 years old or do not have the legal capacity to enter into contracts, You must first obtain:

(a) consent from your parent(s) or legal guardian(s);

(b) your parent(s)’s or legal guardian(s)’s acceptance of the T&C;

(c) parent(s)’s or legal guardian(s)’s agreement to take responsibility for (i) your actions, (ii) any charges associated with the Subscription, and (iii) your acceptance and compliance with the T&C.

3.1 Customer may start the Subscription to the Product(s) via a Customer’s account with Spruce by placing the Product(s) into a cart and completing the Subscription form on the Website. Each Subscription is for each Product.

3.2 Spruce requires Customer to verify their identity before delivery. Customer may verify their identity during checkout through a third-party ID verification software on the website. Spruce reserves the right to further ask for additional information or documents from the Customer for ID verification before the time of delivery. Insufficient documents may result in an order cancellation.

3.3 The Subscription shall be subject to Spruce’s acceptance in its sole discretion which will be informed to you by the Subscription confirmation, and each Subscription accepted by Spruce shall constitute a Subscription contract between a Customer and Spruce according to these terms and Conditions of Subscription. For the avoidance of doubt, the charge of the first payment to a Customer, subject to Clause 7.2, does not mean the Subscription contract has been formed.

3.4 Once a Subscription contract is constituted, Spruce still reserves the right to terminate the Subscription contract, whether or not the subscribed Product(s) has been dispatched, in transit and whether payment has been charged to a Customer, in the event that a subscribed Product(s) has been mispriced on the Website.

3.5 All Subscriptions will be deemed to be irrevocable and unconditional upon transmission through the Website and Spruce shall be entitled (but not obliged) to process for such Subscription and collect payment(s) without Customer’s further consent and without any further notice to Customer.

3.6 Spruce reserves the right to decline service to the Customer without providing reason. In such case, if a payment has already been made by the Customer prior to delivery, a refund of the same amount will be made to the Customer.

4.1 The minimum Subscription term for all Subscription contracts is 3 months. Spruce’S team will send a reminding email to the Customer 15 days before the expiry date of the contract and the Customer will have the option to renew the contract or schedule a pick up date.

4.2 In the event that the Subscription term is up to 12 months, the Customer shall allow Spruce’s team to inspect, clean and/or perform any necessary actions for the maintenance of the subscribed Product(s). Spruce shall notify the Customer at least 30 days prior to the appointment for maintenance service.

5.1 The Subscription Fee of the Product(s) shall be listed at the time at which the Subscription of Customer is transmitted to Spruce. Spruce shall be entitled to amend the Subscription Fee at any time without giving any reason or notice.

5.2 Customer is required to subscribe to each Product with a minimum subscription period of 3 months. Such minimum Subscription period may be amended by Spruce at any time without giving any reason or prior notice.

5.3 First-time delivery and furniture assembly fees are waived for customers paying a Subscription Fee exceeding Baht 5,000.

For the Subscription Fee with a value below Baht 5,000, customers will be charged fees of Baht 1,700 for delivery and assembly and Baht 1,700 for pick-up.

5.4 All Subscription Fees are inclusive of VAT.

5.5 A deposit equivalent to 3-months' rent is required for subscription orders whose total monthly rate is Baht 35,000 or above. The deposit will be returned to the customer once all items have been returned to Spruce at the end of the contract. If there are any damages to the product, repair or replacement fees may be deducted from the deposit.

Customers may modify the Subscription by sending the request to the confirmation email from Spruce. In the event that such a request is not made at least 2 business days prior to the scheduled delivery or pick-up, the modification fee of Baht 1,700 will be applied.

7.1 Customer shall make payment using a credit card, or any of the payment methods as prescribed by Spruce and shall authorize Spruce to charge the Subscription Fee and any other charges incurred as a result of Customer’s requests (if any) per Customer’s selected payment method.

7.2 The Subscription Fee will be charged on a monthly basis per the Customer’s selected payment method throughout the Subscription term. The first payment will be charged immediately upon the complement of the Subscription form set forth in Clause 3.1 and the ongoing payments will be charged on the calendar day corresponding to the delivery day (for example, the Subscription is made on 1st and the subscribed Product(s) is delivered on 5th, the first payment will be charged on 1st but the ongoing payments will be charged on every 5th of the month thereafter).

7.3 If the Customer’s selected payment method fails and is not remedied in 14 days after the initial due date, Spruce shall have the right to terminate the Subscription. Late payments will also incur an additional penalty fee of 20% of the monthly rate for every month that the payment is overdue. Spruce reserves the right to recall the product if Spruce is unable to accept the product back. The Customer is deemed to authorize Spruce to charge non-returnable products based on the purchase price of that product and to take any available legal action(s).

7.4 The payment method, billing information, or any issue relating to the payment can be amended by contacting Spruce from time to time and the Customer is deemed to authorize Spruce to continue to charge per the updated payment method.

7.5 Refund of Payment:

(a) All refunds shall be made via the original payment mechanism and to the person who made the original payment ONLY.

(b) Spruce does not guarantee the timeliness of the refunds reaching the Customer’s account. The processing of refunds is subject to the respective banks’ and/or payment gateway service providers’ internal processing timelines.

(c) All refunds are conditional upon Spruce’s acceptance of a valid return of the subscribed Product(s). Spruce reserves the right, at its sole and absolute discretion, to examine the condition of the returned Product(s), which may result in a refund being refused in full or partly.

8.1 Spruce provides delivery and pick-up services for addresses in Bangkok or other service areas provided by Spruce only.

8.2 Customer may select the preferred date (Monday to Saturday, excluding public holidays) for delivery or pickup. Without any guarantee, Spruce will endeavor to accommodate the date and time in about 4 – 5 business days according to the Customer’s request and confirm the delivery or pick-up appointment to the Customer in advance.

8.3 The delivery or pick-up appointment may be rescheduled by contacting Spruce at least 2 business days prior to the scheduled date, otherwise a rescheduling fee may be charged.

8.4 Unless otherwise specified, any handling expenses incurred upon any Customer’s request will be charged at Baht 1,700 per subscribed Product/time.

8.5 Customer shall be at the delivery or pick-up address on the date of appointment. At the time of delivery, Customer shall be required to sign the delivery document(s) handed by Spruce team and shall be deemed to have received the subscribed Product(s) in a like-new condition unless any remark is indicated by Customer.

Should the Customer not be available during delivery and/or pick-up, the Customer is able to appoint someone else to be present on their behalf. Spruce requires an advanced notice of 3 business days and will provide documents for the Customer to sign over their authority. The appointed recipient of the Product(s) must take full responsibility in assessing the Product(s) and signing off on the Product(s)’ conditions at the time of delivery and/or pick up.

In case the Product(s) cannot be delivered on the date of appointment (for reasons such as the Customer is not at the specified address to receive the Product(s) or the Customer refuses to receive the Product(s) due to the Customer’s change of mind or the Product(s) cannot be placed at the Customer's location due to miscalculation of the available space in respect to the dimensions of the Product(s), or other reasons), the Customer will be charged a fee of Baht 1,700 per piece in case of non-delivery of said Product(s).

8.6 During the COVID-19 pandemic, the following conditions shall be applied unless the amendment is made by Spruce from time to time without any advance notice to the Customer:

(a) Spruce shall work to safeguard the health of all Customers and Spruce team as much as possible, including but not limited to social distancing, wearing face masks, using hand sanitizers and complying with all relevant laws, regulations, rules, and recommendations of health authorities;

(b) All delivery trucks shall be equipped with sanitizers, disinfecting wipes, latex gloves and face masks; and

(c) Customer and/or anybody involved with the delivery or pick-up activities shall wear face masks at all times. In case the Customer and/or anybody in the same household has any signs of COVID-19 symptoms, such issue must be immediately informed to Spruce and the appointment shall be scheduled. Spruce shall have the right to refuse to carry out delivery or pickup and charge for any further incurred handling expenses (if any) if such an issue is discovered by Spruce team.

9.1 Customer may return the subscribed Product(s) by sending a request to Spruce.

9.2 The subscribed Product(s) must be returned in the same condition it was delivered in.

9.3 Customer shall give advance notice of at least 7 business days prior to the preferred pick-up date for returns. The handling expenses will be charged to the Customer.

9.4 Customer may, during the Subscription term at any time, request a return by sending a written notice to Spruce not less than 7 business days in advance, upgrade or exchange the subscribed Product(s) for other Product(s) provided that the Customer maintains the value of all products at 75% of the original Subscription value. A delivery fee will be charged to the Customer at Baht 1,700 per trip. The difference in the Subscription Fee will be collected immediately upon the date of the Customer’s request in case the Subscription Fee of exchanged Product(s) is higher than that of the subscribed Product(s). For the avoidance of doubt, Customer shall not be entitled to any refund if the Subscription Fee of exchanged Product(s) is cheaper.

10.1 The Customer acknowledges and agrees that the title in the subscribed Product(s) belongs to Chanintr Living Limited and shall not pass to the Customer.

10.2 The Customer shall hold the subscribed Product(s) as Spruce's fiduciary agent and/or bailee as the case may be.

11.1 Spruce shall maintain, inspect, deeply clean, disinfect and refurbish the Product(s) in a like-new condition before delivering to the Customer. Spruce guarantees that the reparation for the Product(s) will be done with new official spare parts from the Brand owner; and

11.2 Spruce shall undertake the maintenance for all regular wear and tear i.e. scratches, fading, dirt, smudges, and/or loose parts or fabric arising out of the ordinary and suitable usage.

12.1 Customer shall use the subscribed Product(s) under its ordinary and suitable usage and shall not sub-lease or assign any rights under these Terms and Conditions of Subscription to a third party without advance written consent of Spruce;

12.2 Customer shall keep, maintain, look after, and preserve, on a regular basis and at Customer’s expense, the subscribed Product(s) in good working condition throughout the Subscription term and any renewals thereof;

12.3 Unless otherwise specified, a Customer shall be responsible for the loss of or all damage to the subscribed Product(s) arising from unsuitable or improper use, willful vandalization, negligence, abnormal working conditions, excessive load and/or modification to the original condition of the subscribed product(s). Spruce’s maintenance team shall conduct an investigation and determine on a case by case basis, relevant charges for repair or replacement; and

12.4 Upon receiving reasonable written advance notice of at least 3 days from Spruce, a Customer shall allow Spruce or the Spruce’s authorized representative(s) to inspect the condition of the subscribed Product(s).

13.1 The subscribed Product(s) shall not be relocated to another address that is not the original address without Spruce’s written consent. Spruce has the right to terminate the subscription if the new address is outside Spruce’s service areas. In the case that the product(s) are relocated to any other location without the consent of Spruce, Spruce has the right to terminate the contract and charge a cancellation fee of up to Baht 20,000 to the customer for breaching the contract.

13.2 To relocate the furniture to a new address that is not the original delivery address, the customer must contact Spruce to do so; the customer may not relocate the subscribed product(s) by themselves. The customer may request Spruce to transport the subscribed product(s) at the “Contact Us” button on the website or email info@sprucesimple.com with an advanced notice of 7 business days.

Transportation fees will be calculated based on the actual distance and the size of the vehicle required for the order. The rates are as follows: Pick-up truck starts at Baht 5,800; six-wheel truck at Baht 9,000; six-wheel truck with a pick-up truck at Baht 13,100; jumbo truck at Baht 9,900; and jumbo truck with a pick-up truck at Baht 17,200.

14.1 Customer may cancel the Subscription at any time by sending a request to Spruce subject to the following conditions:

(a) Customer shall not be charged any amount of payment if the cancellation request is made before the delivery of the subscribed Product(s).

(b) Unless Customer cancels the Subscription before the billing date, Customer authorizes Spruce to charge the Subscription Fee for the next billing cycle to Customer’s payment method.

(c) In the event that the Customer cancels the Subscription before the expiration date, Spruce will recalculate the rent according to the actual use period and the Customer shall pay the administrative fee of Baht 3,400, and the difference between the paid amount of the Subscription Fee of the subscribed Product(s) and the recalculated Subscription Fee, which shall be charged immediately on the cancellation date.

(d) Customer is able to continue using the subscribed Product(s) through the end of the billing period and the subscribed Product(s) shall be returned to Spruce at the date and time accommodated by Spruce set out in Clauses 8 and 9.

(e) For the avoidance of doubt, Spruce shall have the right to keep and not refund any partial Subscription Fee which has been paid if Customer cancels the Subscription and wishes to return the subscribed Product(s) before the end of the billing period.

15.1 Spruce may terminate the Subscription as a result of the Customer’s failure to comply with these Terms and Conditions of Subscription and failure to remedy within 30 days after the date of receipt of Spruce’s written notice.

15.2 Upon termination in accordance with Clause 15.1, Customer shall not be entitled to a refund of any paid amounts and the subscribed Product(s) shall be returned to Spruce at the date and time scheduled by Spruce.